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CONVERTIBLE PROMISSORY NOTE

Convertible Promissory Note

CONVERTIBLE PROMISSORY NOTE | Document Parties: NORDIC TURBINES, INC. | Ceyuan Ventures II, LP | Luckcharm Holdings Limited You are currently viewing:
This Convertible Promissory Note involves

NORDIC TURBINES, INC. | Ceyuan Ventures II, LP | Luckcharm Holdings Limited

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Title: CONVERTIBLE PROMISSORY NOTE
Date: 8/3/2009

CONVERTIBLE PROMISSORY NOTE, Parties: nordic turbines  inc. , ceyuan ventures ii  lp , luckcharm holdings limited
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THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.  THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHER­WISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, OR AN OPINION OF COUNSEL SATISFACTORY TO THE BORROWER THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.

 

Nordic Turbines, Inc.

 

CONVERTIBLE PROMISSORY NOTE

 

July 31, 2009

$4,813,000

 

Nordic Turbines, Inc., a Nevada corporation (the “ Company ”), for value received, promises to pay to the order of Ceyuan Ventures II, L.P. (the “ Holder ”), the sum of $4,813,000, or the aggregate unpaid principal balance of all amounts outstanding hereunder, whichever is less (the " Principal "), plus simple interest thereon from the date first set forth above until paid at an annual interest rate equal to the lower of six percent (6%) or the lowest rate permissible by law, and in accordance with the provisions of Section 2 below.  Any remaining principal and interest hereof will be paid or converted pursuant to the terms hereof or under the Agreement.

 

This Note is issued by the Company in connection with that certain Agreement dated as of July 20, 2009 and amended July 31, 2009, among Luckcharm Holdings Limited, a Hong Kong company (“ Luckcharm ”), Wuhan Guoce Nordic New Energy Co., Ltd., a People’s Republic of China company (“ GC Nordic ”), the Company, NewMargin Growth Fund L.P., Ceyuan Ventures Advisors Fund II, LLC and Holder (the “ Agreement ”).  This Note incorporates by reference all the terms of the Agreement.  The following is a statement of the rights of the Holder and the conditions to which this Note is subject, and to which the Holder, by the acceptance of this Note, agrees:

 

1.            Definitions .  As used in this Note, the following terms, unless the context otherwise requires, have the following meanings:

 

1.1           “ Company ” will mean Nordic Turbines, Inc. and will include any corporation, partnership, limited liability company or other entity that will succeed to or assume the obligations of the Company under this Note.

 

1.2           “ Holder ” will mean any person who will at the time be the registered holder of this Note.

 

2.            Issuance of Principal and Conversion

 

2.1           The Company has agreed to loan Luckcharm the principal amount of $4,813,000 on or before July 31, 2009 in accordance with the terms of the Agreement.  As a matter of convenience, the Holder will wire transfer the Principal directly to Luckcharm on the date of issuance of this Note.

 

2.2           Upon the closing a merger transaction among the Company or its wholly-owned subsidiary, Luckcharm and GC Nordic (the “ Merger ”), the outstanding Principal and accrued but unpaid interest thereon (the “ Debt ”) will automatically and without any action on the part of the Holder convert into shares of common stock of the Company based on a per share conversion price of $0.80 (“ Conversion Price ”) .

 

 

 


 

 

2.3           In the event of conversion, the Holder will surrender the original copy of this Note for conversion at the principal office of the Company at the time of such closing.  Holder agrees to execute all necessary documents in connection with the conversion of this Note, including a definitive stock purchase agreement.  If upon such conversion of this Note a fraction of a share would result, then the Company will round up to the nearest whole share.

 

2.4           In the event the Merger or similar transaction fails to occur among the Company, Luckcharm and GC Nordic within one hundred eighty (180) days of the date hereof, Holder agrees to convert the Debt in accordance with Paragraph 5 of the Agreement and forgive and cancel this Note, and undertake all action and execute all necessary documents required to accomplish the intent of the parties under the Agreement.

 

3.            Issuance of Consideration on Conversion .  As soon as practicable after conversion of this Note pursuant to Section 2 and receipt of the original Note and related documents, but in not event later than five (5) business days, the Company at its expense will cause to be issued in the name of and delivered to the Holder, a certificate or certificates for the number of shares of securities to which the Holder will be entitled on such conversion (bearing such legends as may be required by applicable state and federal securities laws in the opinion of legal counsel for the Company), together with any other securities and property, if any, to which the Holder is entitled on such conversion under the terms of this Note.

 

4.            Adjustment Provisions .  The number and character of shares of common stock issuable upon conversion of this Note and the Conversion Price therefor, are subject to adjustment upon occurrence of the following events:

 

4.1            Adjustment for Stock Splits, Stock Dividends, Recapitalizations, etc


 
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